Fourth Quarter 2017 Earnings Conference Call February 28, 2018

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1 Philip Mezey President and Chief Executive Officer Joan Hooper Senior Vice President and Chief Financial Officer Tom Deitrich Executive Vice President and Chief Operating Officer Barbara Doyle Vice President, Investor Relations Fourth Quarter 2017 Earnings Conference Call February 28, 2018

2 SAFE HARBOR Certain matters disclosed that are not statements of historical fact constitute forward-looking statements relating to current or future financial performance, management's plans and objectives for future operations, product plans and performance, management's assessment of market factors, and statements regarding the strategy and plans of the Company. Such forward looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of These statements are not guarantees of Itron's future performance. Viewers are cautioned that all forward-looking statements are subject to a number of risks and uncertainties that could cause the Company's actual results in the future to differ materially from these forward-looking statements. These risks and uncertainties are detailed in the Company's filings with the Securities and Exchange Commission, including its latest 10-K and 10-Q, copies of which may be accessed through the SEC's website at Q Earnings Conference Call 2

3 CONFERENCE CALL AGENDA» CEO Business and Operations Update» CFO Financial Results, Acquisition Synergies, Restructuring Update and 2018 Financial Guidance» Q&A

4 HIGHLIGHTS Business growth and profitability improvements driven by strength in Smart Solutions» Q4 Revenue up 11% YoY and non-gaap EPS up 49% - Strong performance in Electricity segment Consistent growth in smart solution business» Strong Q4 and Annual Free Cash Flow - Annual free cash flow of $142M doubled vs. FY 2016 Standard Technology» Strong backlog of $1.75B at year-end - Q4 17 book to bill of 1.5:1» Completed acquisition of Silver Spring Networks 1/5/18 - Integration is underway and progressing as planned - Positive customer, partner and employee support 62% 53% 47% Q4'15 Q4'16 Q4'17 % of total deliveries Smart Solutions Q Earnings Conference Call 4

5 Q4 17 BACKLOG ~$325 million of customer awards, not yet booked Total book to bill of 1.5:1; Book to bill >1:1 in all segments Additional +$1.2 billion of backlog from Silver Spring Networks acquisition in Q Q3 17 Q4 17 Sequential Change 5 Year Backlog Trend $1,488 $1,750 $1,516 $1,575 $1,652 $1, % CAGR $1,079 $847 $931 $737 $836 $761 $931 $ % CAGR Q3'17 Q4'17 12 Month Backlog Total Backlog Chart in Millions, actual currency rates 1. Backlog amount to be finalized upon completion of purchase accounting and impact of new revenue accounting standard. YE'13 YE'14 YE'15 YE'16 YE'17 12 Month Backlog Total Backlog Q Earnings Conference Call 5 Q Earnings Presentation 5

6 CONSOLIDATED GAAP RESULTS Q4 17 $ in millions (except per share amounts) Q Q Change Revenue $550.8 $ % Change in constant currency +8% Gross margin 31.7% 31.6% +10 bps Operating income $47.2 $ % Operating income margin 8.6% 6.2% +240 bps Net income attributable to Itron, Inc. $1.8 $ % Earnings per share - diluted $0.05 $ % Cash provided by operating activities $76.9 $ %» Revenue growth from strong smart solution deliveries and managed services» Strong Electricity gross margin offset lower Gas and Water margins» Higher operating income and margin reflect increased gross profit and lower restructuring expense» GAAP net income includes a charge of $30M, or $0.77 per share, associated with the U.S. Tax Cut and Jobs Act» Increased cash provided by operations due to improved profitability and changes in working capital Reconciliation of GAAP to Non-GAAP results in Appendix and also available on our website Q Earnings Conference Call 6 Q Earnings Presentation 6

7 CONSOLIDATED NON-GAAP RESULTS Q4 17 $ in millions (except per share amounts) Q Q Change Non-GAAP operating income $54.9 $ % Non-GAAP operating margin 10.0% 9.0% +100 bps Non-GAAP net income attributable to Itron, Inc. $ $ % Adjusted EBITDA $65.6 $ % Adjusted EBITDA margin 11.9% 10.9% +100 bps Non-GAAP earnings per share - diluted $ $ % Free cash flow $60.9 $ %» Higher volumes and mix of smart solutions drove increased non-gaap operating income and adjusted EBITDA» Non-GAAP net income reflects lower non-gaap effective tax rate from discrete tax benefits and timing and mix of income» Increase in free cash flow due to improved profitability and changes in working capital Reconciliation of GAAP to Non-GAAP results in Appendix and also available on our website. 1. Non-GAAP net income excludes $30 million, or $0.77 per share, charge related to the U.S. Tax Act. Q Earnings Conference Call 7 Q Earnings Presentation 7

8 REVENUE YEAR-OVER-YEAR BRIDGE Q4 17 $495.7 $43.0 $14.8 ($1.1) ($1.7) $ % (in cc) + 17% (in cc) - 1% (in cc) - 1% (in cc) Q Electricity Gas Water FX Q Chart in Millions, Q4 16 and Q4 17 totals reflect actual currencies; all variances other than FX exclude currency impact Q Earnings Conference Call 8 Q Earnings Presentation 8

9 NON-GAAP EPS YEAR-OVER-YEAR BRIDGE Q4 17 $0.25 $0.01 $0.16 $1.01 $0.68 ($0.09) Increased smart volumes & mix Additional R&D and sales and mktg supporting new solutions Mix of income by jurisdiction, favorable tax audit settlement and lower valuation allowance Q Higher Gross Profit Higher Operating Expense Reduced Other Expense Lower Lower Taxes Tax Rate Q Q4 16 and Q4 17 totals reflect actual currencies; all variances other than FX exclude currency impact Q Earnings Conference Call 9 Q Earnings Presentation 9

10 ELECTRICITY SEGMENT - Q4 17 REVENUE, GROSS MARGIN AND NON-GAAP OPERATING MARGIN $ in millions, actual currency $ % 9.2% $ % 15.1%» Revenue +20% and +17% in constant currency Growth in North America and EMEA smart solutions Riva deployments ramping in North America Linky shipments continue to accelerate in EMEA Recovered majority of Q3 17 delayed shipments» Gross margin +360 bps Favorable smart vs standard mix» Non-GAAP operating margin +590 bps Higher gross profit driven by smart solutions Increased operating leverage Q4'16 Q4'17 Revenue Gross Margin Non-GAAP Op Inc Margin Reconciliation of GAAP to Non-GAAP results in Appendix and also available on our website Q Earnings Conference Call 10 Q Earnings Presentation 10

11 GAS SEGMENT Q4 17 REVENUE, GROSS MARGIN AND NON-GAAP OPERATING MARGIN $ in millions, actual currency $136 $ % 31.9% 17.2% 13.1% Q4'16 Q4'17» Revenue +2% and -1% in constant currency Riva deployments ramping in North America Accelerating Gazpar smart meters in France Recovered majority of Q3 17 delayed shipments Offset by lower North America standard meter shipments following completion of a large project» Gross margin down 260 bps Greater mix of meters vs. modules Higher costs with manufacturing transitions» Non-GAAP operating margin down 410 bps Lower gross profit Higher operating expenses Revenue Gross Margin Non-GAAP Op Inc Margin Reconciliation of GAAP to Non-GAAP results in Appendix and also available on our website Q Earnings Conference Call 11 Q Earnings Presentation 11

12 WATER SEGMENT Q4 17 REVENUE, GROSS MARGIN AND NON-GAAP MARGIN OPERATING $ in millions, actual currency $114 $ % 28.6% 9.2% 4.6% Q4'16 Q4'17» Revenue +3% and -1% in constant currency Continued improvements in Latin America and APAC North American and EMEA project delays Riva deliveries ramping up in North America» Gross margin down 460 bps Product mix and lower volumes» Non-GAAP operating margin down 460 bps Primarily reflects fall through of lower gross profit» Steady sequential backlog growth since Q2 16 Supports fundamental strength in Water Revenue Gross Margin Non-GAAP Op Inc Margin Reconciliation of GAAP to Non-GAAP results in Appendix and also available on our website Q Earnings Conference Call 12 Q Earnings Presentation 12

13 SSNI ACQUISITION SYNERGIES UPDATE Completed acquisition on Jan 5, 2018» Confirming original $50M cost synergy estimate - Public company costs, personnel and facility overlap - ~$60M of up-front cash costs primarily in Q1/Q2 (non-gaap) - ~$10M of Year 1 Synergies ramp up in 2H 18» Temporal dilutive impacts in 2018; peak in Q Added interest expense and stock-based compensation costs - Full impact of people & facility costs during integration - Impacts for converting to GAAP revenues under PPA and ASC606» Acquired backlog adds over $1.2B - Subject to purchase accounting and ASC 605/606 adjustments - Will provide updated estimate on Q1 18 call Confirming $50M of Run-Rate Cost Synergies by End of 2020 $20m 1 $50m $10 million of total expense savings estimated in FY 18 Q Earnings Conference Call 13

14 2018 RESTRUCTURING PLAN» New restructuring plan approved by Board of Directors to begin in 2018» Next phase of transformation to optimize supply chain, manufacturing, R&D, Sales and Marketing» $45 - $50 million of annualized savings anticipated by the end of 2020 (run rate)» Pre-tax restructuring charges expected to be between $100 - $110 million; recorded in Q1 18» Supports Itron s longer-term goals for EBITDA margin above mid-teen s Q Earnings Conference Call 14

15 2018 FINANCIAL GUIDANCE FY 2018 Q Revenue $ $2.43 billion $575 - $600 million Non-GAAP EPS $ $3.35 $ $0.15 Assumptions & commentary:» Average euro to U.S. dollar foreign currency exchange rate of $1.21» Average shares outstanding of ~40 million for the year» Non-GAAP effective tax rate for the year of ~28%» Total interest expense of ~$50 million, excluding amortization of debt issuance costs» EBITDA and EPS weighted to 2H 18 driven by supply chain benefits and acquisition synergies ramp in the second half These assumptions and commentary are forward-looking and reflect the estimated impacts of purchase accounting for the acquisition of Silver Spring Networks, adoption of the new revenue accounting standard and the U.S. Tax Cut and Jobs Act on our financial results and are subject to change. A reconciliation of forward-looking non-gaap diluted EPS to the GAAP diluted EPS has not been provided because we are unable to predict with reasonable certainty the potential amount or timing of restructuring and acquisition and integration-related expenses and their related tax effects without unreasonable effort. These items are uncertain, depend on various factors, and could have a material impact on GAAP results for the guidance period. Q Earnings Conference Call 15

16 APPENDIX» Revenue - FX impact summary» FY 17 Results» GAAP to Non-GAAP Reconciliations

17 REVENUE - FX IMPACT SUMMARY $ in millions Average Euro/USD: $1.18 Q4 17 vs $1.08 Q4 16 Average Euro/USD: $1.13 FY 17 vs $1.11 FY 16 Revenue Q4'17 YoY Change YoY Change Excluding FX Electricity $ % +17.2% Gas $ % -0.8% Water $ % -1.4% Total $ % +7.9% Revenue FY 17 YoY Change YoY Change Excluding FX Electricity $1, % +8.5% Gas $ % -6.9% Water $ % -9.4% Total $2, % -0.3% Q Earnings Conference Call 17 Q Earnings Presentation 17

18 CONSOLIDATED GAAP RESULTS FY 17 $ in millions (except per share amounts) FY 2017 FY 2016 Change Revenue $2,018.2 $2, % Growth in constant currency --% Gross margin 33.5% 32.8% +70 bps Operating income $151.4 $ % Net income attributable to Itron, Inc. $ $ % Earnings per share - diluted $ $ % Cash provided by operating activities $191.4 $ %» Gross margin increased 70 bps due to higher volumes and mix of smart solutions and insurance recovery» Higher operating income driven by improved gross profit, lower restructuring and G&A expenses» GAAP net income and diluted EPS reflect higher operating income» Increased cash from operating activities improved profitability and changes in working capital Reconciliation of GAAP to Non-GAAP results in Appendix and also available on our website. 1. GAP net income includes $30 million, or $0.77 per share, charge related to the U.S. Tax Act. Q Earnings Conference Call 18 Q Earnings Presentation 18

19 CONSOLIDATED NON-GAAP RESULTS FY 17 $ in millions (except per share amounts) FY 2017 FY 2016 Change Non-GAAP operating income $195.8 $ % Non-GAAP operating margin 9.7% 8.5% +120 bps Adjusted EBITDA $227.9 $ % Adjusted EBITDA margin 11.3% 10.4% +90 bps Non-GAAP net income attributable to Itron, Inc. $ $ % Non-GAAP earnings per share - diluted $ $ % Free cash flow $141.9 $ %» Higher gross profit and reduced external services drove non-gaap operating income and adjusted EBITDA increase» Non-GAAP net income reflects higher operating income and a lower non-gaap effective tax rate» Increased free cash flow driven by improved profitability and changes in working capital Reconciliation of GAAP to Non-GAAP results in Appendix and also available on our website. 1. Non-GAAP net income excludes $30 million, $0.77 per share, charge related to the U.S. Tax Act. Q Earnings Conference Call 19 Q Earnings Presentation 19

20 REVENUE YEAR-OVER-YEAR BRIDGE FY 17 $2,013.2 $80.4 $11.6 $2,018.2 ($39.3) ($47.8) ~Flat (in cc) + 9% (in cc) - 7% (in cc) - 9% (in cc) FY 2016 Electricity Gas Water FX FY 2017 Chart in Millions, FY 16 and FY 17 totals reflect actual currencies; all variances other than FX exclude currency impact Q Earnings Conference Call 20 Q Earnings Presentation 20

21 NON-GAAP EPS YEAR-OVER-YEAR BRIDGE FY 17 $2.54 $0.23 $0.22 $0.07 $0.03 $0.23 $0.06 $3.06 Increased smart volumes, product mix and insurance recovery Lower legal and professional services fees Timing & mix of income by jurisdiction FY'16 Higher Gross Profit Reduced Operating Expense Higher Other Expense FX Lower Lower Taxes Tax Rate Higher Share Count FY'17 FY 16 and FY 17 totals reflect actual currencies; all variances other than FX exclude currency impact Q Earnings Conference Call 21 Q Earnings Presentation 21

22 ELECTRICITY SEGMENT - FY 17 REVENUE, GROSS MARGIN AND NON-GAAP OPERATING MARGIN $ in millions, actual currency $1,023 $ % 31.2% 9.5% 11.3%» Revenue +9% as reported and in constant currency Strong smart volumes in North America and EMEA Riva deployments ramping in North America Linky shipments continue to accelerate in EMEA» Gross margin +110 bps Higher smart volumes and mix» Non-GAAP operating margin +180 bps Increased revenue at higher gross margin Improved operating leverage FY 2016 FY 2017 Revenue Gross Margin Non-GAAP Op Inc Margin Reconciliation of GAAP to Non-GAAP results in Appendix and also available on our website Q Earnings Conference Call 22 Q Earnings Presentation 22

23 GAS SEGMENT FY 17 REVENUE, GROSS MARGIN AND NON-GAAP OPERATING MARGIN $ in millions, actual currency $569 $534» Revenue down 6% and 7% in constant currency Lower revenue in North America and EMEA Decrease due to timing of large projects Riva deployments ramping in North America 36.0% 35.8% 17.4% 15.9%» Gross margin down 20 bps Higher costs with manufacturing transitions Product mix with higher proportion of standard meters» Non-GAAP operating margin down 150 bps Fall through of lower revenue and gross margin Increased sales and marketing expenses FY 2016 FY 2017 Revenue Gross Margin Non-GAAP Op Inc Margin Reconciliation of GAAP to Non-GAAP results in Appendix and also available on our website Q Earnings Conference Call 23 Q Earnings Presentation 23

24 WATER SEGMENT FY 17 REVENUE, GROSS MARGIN AND NON-GAAP MARGIN OPERATING $ in millions, actual currency $505 $ % 35.7% 11.0% 10.6%» Revenue down 9% as reported and in constant currency Industry-related project delays in EMEA and North America Continued recovery of project funding in Latin America» Gross margin +150 bps Lower warranty costs and insurance recovery in Q2 17» Non-GAAP operating margin down 40 bps Decreased revenue partially offset by higher gross margin Increased sales and marketing expense FY 2016 FY 2017 Revenue Gross Margin Non-GAAP Op Inc Margin Reconciliation of GAAP to Non-GAAP results in Appendix and also available on our website Q Earnings Conference Call 24 Q Earnings Presentation 24

25 NON-GAAP FINANCIAL MEASURES» To supplement our consolidated financial statements presented in accordance with GAAP, we use certain non-gaap financial measures, including non-gaap operating expense, non-gaap operating income, non-gaap net income, non-gaap diluted EPS, adjusted EBITDA, constant currency and free cash flow. We provide these non-gaap financial measures because we believe they provide greater transparency and represent supplemental information used by management in its financial and operational decision making. We exclude certain costs in our non-gaap financial measures as we believe the net result is a measure of our core business. The company believes these measures facilitate operating performance comparisons from period to period by eliminating potential differences caused by the existence and timing of certain expense items that would not otherwise be apparent on a GAAP basis. Non-GAAP performance measures should be considered in addition to, and not as a substitute for, results prepared in accordance with GAAP. Our non-gaap financial measures may be different from those reported by other companies. A more detailed discussion of why we use non-gaap financial measures, the limitations of using such measures, and reconciliations between non-gaap and the nearest GAAP financial measures are included in the quarterly earnings press release. Q Earnings Conference Call 25 Q Earnings Presentation 25

26 GAAP TO NON-GAAP RECONCILIATIONS Q Earnings Conference Call 26 Q Earnings Presentation 26

27 GAAP TO NON-GAAP RECONCILIATIONS Q Earnings Conference Call 27

28 GAAP TO NON-GAAP RECONCILIATIONS Q Earnings Conference Call 28

29 THANK YOU INVESTOR RELATIONS CONTACTS Barbara Doyle Vice President, Investor Relations Rebecca Hussey Manager, Investor Relations

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